As Filed with the Securities and Exchange Commission on
November 16, 2006
Registration No. 333-130645
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PACIFIC ENERGY PARTNERS, L.P.
(Exact Name of Registrant as Specified in Its
Charter)
Delaware
(State or Other Jurisdiction of Incorporation or
Organization)
1311
(Primary Standard Industrial Classification Code
Number)
56-0490580
(I.R.S Employer Identification Number)
333 Clay Street, Suite 1600
Houston, Texas 77002
(713) 646-4100
(Address, Including Zip Code, and Telephone
Number, Including Area Code, of Registrant’s
Principal Executive Offices)
PACIFIC ENERGY FINANCE CORPORATION
(Exact Name of Registrant as Specified in Its
Charter)
Delaware
(State or Other Jurisdiction of Incorporation or
Organization)
1311
(Primary Standard Industrial Classification Code
Number)
68-0490580
(I.R.S Employer Identification Number)
333 Clay Street, Suite 1600
Houston, Texas 77002
(713) 646-4100
(Address, Including Zip Code, and Telephone
Number, Including Area Code, of Registrant’s
Principal Executive Offices)
Tim Moore
333 Clay Street, Suite 1600
Houston, Texas 77002
(713) 646-4100
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Alan Beck
Vinson & Elkins L.L.P.
First City Tower
1001 Fannin Street, Suite 2300
Houston, Texas 77002-6760
713-758-2222
TABLE OF CONTENTS
TERMINATION OF REGISTRATION
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-3
(Registration No. 333-130645) of Pacific Energy Partners, L.P., a Delaware limited partnership (the
“Partnership”), and Pacific Energy Finance Corporation, a Delaware corporation (the “Company”),
filed on December 22, 2005, pertaining to (i) $1,000,000,000 in aggregate amount of common units
representing limited partner interests in the Partnership (“Common Units”), debt securities of the
Partnership and the Company and guarantees of such debt securities and (ii) the resale by certain
third parties of 14,765,000 Common Units (including Common Units into which 7,848,750 of the
Partnership’s subordinated units were convertible).
The Partnership and the Company hereby remove from registration all securities of the
Partnership and the Company registered pursuant to this Registration Statement that remain
unissued.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478
thereunder, the Registrants have duly caused this Post-Effective Amendment to be signed on their
behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on
November 16, 2006.
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PLAINS ALL AMERICAN PIPELINE, L.P. |
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(as successor by merger to Pacific Energy Partners, L.P.) |
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By:
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Plains AAP, L.P., |
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its general partner |
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By:
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Plains All American GP LLC, |
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its general partner |
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By:
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/s/ TIM MOORE |
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Tim Moore |
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Vice President, General Counsel and Secretary |
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PACIFIC ENERGY FINANCE CORPORATION |
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By:
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/s/ TIM MOORE |
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Tim Moore |
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Vice President, General Counsel and Secretary |